Software Non-Disclosure Agreements are essential when sharing sensitive software-related information with third parties in the United States. This document is commonly used when discussing proprietary software development, during due diligence, or when granting access to source code or technical documentation. It ensures protection under both federal and state laws, including the Defend Trade Secrets Act and Uniform Trade Secrets Act. The agreement typically covers source code, algorithms, architecture designs, and development methodologies.
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1. Parties: Identification of the disclosing and receiving parties, including full legal names and addresses
2. Background: Context of the agreement, purpose of sharing confidential information, and nature of the business relationship
3. Definitions: Definitions of key terms including 'Confidential Information', 'Software', 'Trade Secrets', 'Proprietary Information', and 'Permitted Purpose'
4. Confidentiality Obligations: Core obligations regarding protection and non-disclosure of confidential information, including standard of care
5. Permitted Use: Scope of authorized use of the confidential information and restrictions on use
6. Term and Termination: Duration of the agreement, survival of obligations, and conditions for termination
7. Return of Information: Requirements and procedures for returning or destroying confidential information upon termination
8. Remedies: Legal remedies available in case of breach, including injunctive relief
1. Export Control: Provisions addressing compliance with US export control laws when software involves controlled technologies
2. Source Code Protection: Additional protective measures specifically for source code access and handling
3. Data Privacy Compliance: Specific requirements for handling personal data and compliance with privacy laws
4. Reverse Engineering Prohibition: Explicit prohibitions on reverse engineering, decompiling, or disassembling the software
5. Employee and Contractor Obligations: Specific provisions for ensuring compliance by employees and contractors who may access the information
1. Schedule A - Description of Software: Detailed description of software and related technologies covered by the NDA
2. Schedule B - Authorized Personnel: List of individuals or roles authorized to access and handle the confidential information
3. Schedule C - Security Requirements: Specific security measures and protocols required for protecting the confidential information
4. Schedule D - Return Certificate: Template certificate for confirming the return or destruction of confidential information
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